document_title: Board of directors

question_text: who appoints board of directors of a company

question_tokens: who appoints board of directors of a company

text: Board of directors

text: Terminology[edit]

text: Other names include board of directors and advisors, board of governors, board of managers, board of regents, board of trustees, or board of visitors. It may also be called "the executive board" and is often simply referred to as "the board".[4]

text: Roles[edit]

text:
Business administration
Management of a business
Accounting[show]
Management accounting
Financial accounting
Financial audit

Business entities[show]
Cooperative
Corporation
Limited liability company
Partnership
Sole proprietorship
State-owned enterprise

Corporate governance[show]
Annual general meeting
Board of directors
Supervisory board
Advisory board
Audit committee

Corporate law[show]
Commercial law
Constitutional documents
Contract
Corporate crime
Corporate liability
Insolvency law
International trade law
Mergers and acquisitions

Economics[show]
Commodity
Public economics
Labour economics
Development economics
International economics
Mixed economy
Planned economy
Econometrics
Environmental economics
Open economy
Market economy
Knowledge economy
Microeconomics
Macroeconomics
Economic development
Economic statistics

Finance[show]
Financial statement
Insurance
Factoring
Cash conversion cycle
Insider dealing
Capital budgeting
Commercial bank
Derivative
Financial statement analysis
Financial risk
Public finance
Corporate finance
Managerial finance
International finance
Liquidation
Stock market
Financial market
Tax
Financial institution
Working capital
Venture capital

Marketing[show]
Marketing
Marketing research
Public relations
Sales

Types of management[show]
Asset
Brand
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Business development
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Change
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marketing
Communications
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 Business and economics portalvte

text: Typical duties of boards of directors include:[5][6]

text:
governing the organization by establishing broad policies and setting out strategic objectives;
selecting, appointing, supporting and reviewing the performance of the chief executive (of which the titles vary from organization to organization; the chief executive may be titled chief executive officer, president or executive director);
terminating the chief executive;
ensuring the availability of adequate financial resources;
approving annual budgets;
accounting to the stakeholders for the organization's performance;
setting the salaries, compensation and benefits of senior management;

text: The legal responsibilities of boards and board members vary with the nature of the organization, and between  jurisdictions. For companies with publicly trading stock, these responsibilities are typically much more rigorous and complex than for those of other types.

text: Typically, the board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association. However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise.[7]

text: Directors[edit]

text: The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization.[8]

text: Inside director[edit]

text: An inside director is a director who is also an employee, officer, chief executive, major shareholder, or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on.

text: Typical inside directors are:

text:
A chief executive officer (CEO) who may also be chairman of the board
Other executives of the organization, such as its chief financial officer (CFO) or executive vice president
Large shareholders (who may or may not also be employees or officers)
Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is located

text: An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production.[9]

text: Outside director[edit]

text: An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry.[10] Outside directors are not employees of the company or affiliated with it in any other way.

text: Outside directors bring outside experience and perspectives to the board. For example, for a company that only serves a domestic market, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of the arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between insider directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and the board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance and they might not know about the industry or sector in which the organization is operating.

text: Terminology [edit]

text:
Director – a person appointed to serve on the board of an organization, such as an institution or business.
Inside director – a director who, in addition to serving on the board, has a meaningful connection to the organization
Outside director – a director who, other than serving on the board, has no meaningful connections to the organization
Executive director – an inside director who is also an executive with the organization. The term is also used, in a completely different sense, to refer to a CEO
Non-executive director – an inside director who is not an executive with the organization
Shadow or de facto director – an individual who is not a named director but who nevertheless directs or controls the organization
Nominee director – an individual who is appointed by a shareholder, creditor or interest group (whether contractually or by resolution at a company meeting) and who has a continuing loyalty to the appointor/s or other interest in the appointing company

text: Individual directors often serve on more than one board.[11] This practice results in an interlocking directorate, where a relatively small number of individuals have significant influence over a large number of important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research.[citation needed]

text: Process and structure[edit]

text: The examples and perspective in this  section deal primarily with the United States and do not represent a worldwide view of the subject. You may improve this article, discuss the issue on the talk page, or create a new article, as appropriate. (May 2018) (Learn how and when to remove this template message)

text: The process for running a board, sometimes called the board process, includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to the board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items, and the assessment of the board process through standardized assessments of board members, owners, and CEOs.[12] The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in the USA are the National Association of Corporate Directors, McKinsey Consulting and The Board Group.

text: Board meetings[edit]

text: A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means.[13] They may also specify how a quorum is to be determined.[13]

text: Most organizations have adopted Robert's Rules of Order as its guide to supplement its own rules[where?].[14] In this book, the rules for conducting board meetings may be less formal if there is no more than about a dozen board members present.[15] An example of the informality is that motions are not required if it's clear what is being discussed.[16]

text: Size[edit]

text: Historically, nonprofit boards have not uncommonly had large boards with up to twenty-four members, but a modern trend is to have smaller boards as small as six or seven people.[17] Studies suggest that after seven people, each additional person reduces the effectiveness of group decision-making.[17]

text: Non-corporate boards[edit]

text: The role and responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout the world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company.

text: Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets.[18] More recently, however, material is becoming available for boards of private and closely held businesses including family businesses.[19]

text: A board-only organization is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited.[citation needed]

text: Membership organizations[edit]

text: In membership organizations, such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of the membership, especially if the membership meets infrequently, such as only at an annual general meeting.[20] The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations.[4]

text: The setup of a board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on the board.[7] The directors may also be classified as officers in this situation.[21] There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members.[22]

text: Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in the bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used.[23]

text: Corporations[edit]

text: In a publicly held company, directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders/stockholders.   In this capacity they establish policies and make decisions on issues such as whether there is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management.

text: Governance[edit]

text: Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting. In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and the shareholders are normally the same people, and thus there is no real division of power. In large public companies, the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs.[24]

text: Another feature of boards of directors in large public companies is that the board tends to have more de facto power. Many shareholders grant proxies to the directors to vote their shares at general meetings and accept all recommendations of the board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small.  Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings.[24]

text: A contrasting view is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail.  As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them.

text: In most cases, serving on a board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on a board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co., for example, pays directors an annual retainer of $46,500, an additional annual retainer of $2,500 if the director is also a chairperson of a committee, a per-meeting-attended fee of $2,000 for meetings attended in person, a $500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits.[25]

text: Two-tier system[edit]

text: In some European and Asian countries, there are two separate boards, an executive board for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the CEO (chief executive or managing director) presides over the executive board and the chairman presides over the supervisory board, and these two roles will always be held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in the hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service. In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of the CEO and their direct reports (other C-level officers, division/subsidiary heads).

text: History[edit]

text: The examples and perspective in this  section deal primarily with the United Kingdom and do not represent a worldwide view of the subject. You may improve this article, discuss the issue on the talk page, or create a new article, as appropriate. (April 2016) (Learn how and when to remove this template message)

text: The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of the 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting.[30]

text: However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that the division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage."[31]

text: The new approach did not secure immediate approval, but it was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them.

text: The modern doctrine was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows:

text: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which the general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in the general body of shareholders.

text: It has been remarked[by whom?] that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it.[32]

text: Election and removal[edit]

text: In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting[a] or through a proxy statement. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee.[33] Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing,[34] nomination committees have historically received input from management in their selections even when the CEO does not have a position on the board.[33] Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement.[35] In practice for publicly traded companies, the managers (inside directors) who are purportedly accountable to the board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest) are nominated and elected.[33]

text: Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by a resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted).

text: Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors.(needs citation)

text: In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems, the director has a right to receive special notice of any resolution to remove him or her;[b] the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting.[c] The director may require the company to circulate any representations that he wishes to make.[d] Furthermore, the director's contract of service will usually entitle him to compensation if he is removed, and may often include a generous "golden parachute" which also acts as a deterrent to removal.[citation needed]

text: A recent study examines how corporate shareholders voted in director elections in the United States.[36]  It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from a proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support.[37]

text: Board accountability to shareholders is a recurring issue. In 2010, the New York Times noted that several directors who had overseen companies which had failed in the financial crisis of 2007–2010 had found new positions as directors.[38] The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013.[39]

text: Exercise of powers[edit]

text: The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that a quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise.[40]

text: In most common law countries, the powers of the board are vested in the board as a whole, and not in the individual directors.[41] However, in instances an individual director may still bind the company by his acts by virtue of his ostensible authority (see also: the rule in Turquand's Case).

text: Duties[edit]

text: Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of the shareholders, the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed on directors are fiduciary duties, similar to those that the law imposes on those in similar positions of trust: agents and trustees.

text: The duties apply to each director separately, while the powers apply to the board jointly. Also, the duties are owed to the company itself, and not to any other entity.[42] This does not mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have such a duty in certain circumstances.[43]

text: "Proper purpose"[edit]

text: Directors must exercise their powers for a proper purpose. While in many instances an improper purpose is readily evident, such as a director looking to feather his or her own nest or divert an investment opportunity to a relative, such breaches usually involve a breach of the director's duty to act in good faith. Greater difficulties arise where the director, while acting in good faith, is serving a purpose that is not regarded by the law as proper.

text: The seminal authority in relation to what amounts to a proper purpose is the Supreme Court decision in Eclairs Group Ltd v JKX Oil & Gas plc [2015] UKSC 71 (2 December 2015).  The case concerned the powers of directors under the articles of association of the company to disenfranchise voting rights attached to shares for failure to properly comply with notice served on the shareholders.  Prior to that case the leading authority was Howard Smith Ltd v Ampol Ltd [1974] AC 821. The case concerned the power of the directors to issue new shares.[44] It was alleged that the directors had issued a large number of new shares purely to deprive a particular shareholder of his voting majority. An argument that the power to issue shares could only be properly exercised to raise new capital was rejected as too narrow, and it was held that it would be a proper exercise of the director's powers to issue shares to a larger company to ensure the financial stability of the company, or as part of an agreement to exploit mineral rights owned by the company.[45] If so, the mere fact that an incidental result (even if it was a desired consequence) was that a shareholder lost his majority, or a takeover bid was defeated, this would not itself make the share issue improper. But if the sole purpose was to destroy a voting majority, or block a takeover bid, that would be an improper purpose.

text: Not all jurisdictions recognised the "proper purpose" duty as separate from the "good faith" duty however.[e]

text: "Unfettered discretion"[edit]

text: Directors cannot, without the consent of the company, fetter their discretion in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings.[f] This is so even if there is no improper motive or purpose, and no personal advantage to the director.

text: This does not mean, however, that the board cannot agree to the company entering into a contract which binds the company to a certain course, even if certain actions in that course will require further board approval. The company remains bound, but the directors retain the discretion to vote against taking the future actions (although that may involve a breach by the company of the contract that the board previously approved).

text: "Conflict of duty and interest"[edit]

text: As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.

text: Transactions with the company[edit]

text: By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to do well for himself out of the transaction) and his duty to the company (to ensure that the company gets as much as it can out of the transaction). This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that:

text: However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle can be overridden in the company's constitution.

text: In many countries, there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.[g]

text: Use of corporate property, opportunity, or information[edit]

text: Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success.

text: In Regal (Hastings) Ltd v Gulliver [1942] All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders,[h] held that:

text: And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.

text: The decision has been followed in several subsequent cases,[46] and is now regarded as settled law.

text: Competing with the company[edit]

text: Directors cannot compete directly with the company without a conflict of interest arising. Similarly, they should not act as directors of competing companies, as their duties to each company would then conflict with each other.

text: Common law duties of care and skill[edit]

text: Traditionally, the level of care and skill which has to be demonstrated by a director has been framed largely with reference to the non-executive director. In Re City Equitable Fire Insurance Co [1925] Ch 407, it was expressed in purely subjective terms, where the court held that:

text: However, this decision was based firmly in the older notions (see above) that prevailed at the time as to the mode of corporate decision making, and effective control residing in the shareholders; if they elected and put up with an incompetent decision maker, they should not have recourse to complain.

text: However, a more modern approach has since developed, and in Dorchester Finance Co Ltd v Stebbing [1989] BCLC 498 the court held that the rule in Equitable Fire related only to skill, and not to diligence. With respect to diligence, what was required was:

text: This was a dual subjective and objective test, and one deliberately pitched at a higher level.

text: More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively; in the United Kingdom, the statutory provisions relating to directors' duties in the new Companies Act 2006 have been codified on this basis.[47]

text: Remedies for breach of duty[edit]

text: In most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties:

text:
injunction or declaration
damages or compensation
restoration of the company's property
rescission of the relevant contract
account of profits
summary dismissal

tag: ol

text: Current trends[edit]

text: Historically, directors' duties have been owed almost exclusively to the company and its members, and the board was expected to exercise its powers for the financial benefit of the company. However, more recently there have been attempts to "soften" the position, and provide for more scope for directors to act as good corporate citizens. For example, in the United Kingdom, the Companies Act 2006 requires directors of companies "to promote the success of the company for the benefit of its members as a whole" and sets out the following six factors regarding a director's duty to promote success:

text:
the likely consequences of any decision in the long term
the interests of the company's employees
the need to foster the company's business relationships with suppliers, customers and others
the impact of the company's operations on the community and the environment
the desirability of the company maintaining a reputation for high standards of business conduct, and
the need to act fairly as between members of a company

text: This represents a considerable departure from the traditional notion that directors' duties are owed only to the company. Previously in the United Kingdom, under the Companies Act 1985, protections for non-member stakeholders were considerably more limited (see for example, s.309 which permitted directors to take into account the interests of employees but which could only be enforced by the shareholders and not by the employees themselves). The changes have therefore been the subject of some criticism.[48]

text: United States[edit]

text: Sarbanes–Oxley Act[edit]

text: The Sarbanes–Oxley Act of 2002 has introduced new standards of accountability on boards of U.S. companies or companies listed on U.S. stock exchanges. Under the Act, directors risk large fines and prison sentences in the case of accounting crimes. Internal control is now the direct responsibility of directors. The vast majority of companies covered by the Act have hired internal auditors to ensure that the company adheres to required standards of internal control. The internal auditors are required by law to report directly to an audit board, consisting of directors more than half of whom are outside directors, one of whom is a "financial expert."

text: The law requires companies listed on the major stock exchanges (NYSE, NASDAQ) to have a majority of independent directors—directors who are not otherwise employed by the firm or in a business relationship with it.

text: Size[edit]

text: According to the Corporate Library's study, the average size of publicly traded company's board is 9.2 members, and most boards range from 3 to 31 members. According to Investopedia, some analysts think the ideal size is seven.[49]  State law may specify a minimum number of directors, maximum number of directors, and qualifications for directors (e.g. whether board members must be individuals or may be business entities).[50][51]

text: Committees[edit]

text: While a board may have several committees, two—the compensation committee and audit committee—are critical and must be made up of at least three independent directors and no inside directors. Other common committees in boards are nominating and governance.[49][52]

text: Compensation[edit]

text: Directors of Fortune 500 companies received median pay of $234,000 in 2011. Directorship is a part-time job. A recent National Association of Corporate Directors study found directors averaging just 4.3 hours a week on board work.[53] Surveys indicate that about 20% of nonprofit foundations pay their board members,[54] and 2% of American nonprofit organizations do.[55][56] 80% of nonprofit organizations require board members to personally contribute to the organization,[57] as BoardSource recommends.[58] This percentage has increased in recent years.[59][60][61]

text: Criticism[edit]

text: According to John Gillespie, a former investment banker and co-author of a book critical of boards,[62] "Far too much of their time has been for check-the-box and cover-your-behind activities rather than real monitoring of executives and providing strategic advice on behalf of shareholders".[53] At the same time, scholars have found that individual directors have a large effect on major corporate initiatives such as mergers and acquisitions[63] and cross-border investments.[64]

text: The issue of gender representation on corporate boards of directors has been the subject of much criticism in recent years. Governments and corporations have responded with measures such as legislation mandating gender quotas and comply or explain systems to address the disproportionality of gender representation on corporate boards.[65] A study of the French corporate elite has found that certain social classes are also disproportionately represented on boards, with those from the upper and, especially, upper-middle classes tending to dominate.[66]


document_title: Representative democracy

question_text: which political practice was created in the roman republic that we use in america today

root

text: Representative democracy

text: Powers of representatives[edit]

text: Representatives are elected by the public, as in national elections for the national legislature.[3] Elected representatives may hold the power to select other representatives, presidents, or other officers of the government or of the legislature, as the Prime Minister in the latter case. (indirect representation).

tag: p

text: The power of representatives is usually curtailed by a constitution (as in a constitutional democracy or a constitutional monarchy) or other measures to balance representative power:[citation needed]

text:
An independent judiciary, which may have the power to declare legislative acts unconstitutional (e.g. constitutional court, supreme court).
The constitution may also provide for some deliberative democracy (e.g., Royal Commissions) or direct popular measures (e.g., initiative, referendum, recall elections). However, these are not always binding and usually require some legislative action—legal power usually remains firmly with representatives.[where?]
In some cases, a bicameral legislature may have an "upper house" that is not directly elected, such as the Canadian Senate, which was in turn modeled on the British House of Lords.

tag: ul

text: Theorists such as Edmund Burke believe that part of the duty of a representative was not simply to communicate the wishes of the electorate but also to use their own judgement in the exercise of their powers, even if their views are not reflective of those of a majority of voters:

text: ...it ought to be the happiness and glory of a representative to live in the strictest union, the closest correspondence, and the most unreserved communication with his constituents. Their wishes ought to have great weight with him; their opinion, high respect; their business, unremitted attention. It is his duty to sacrifice his repose, his pleasures, his satisfactions, to theirs; and above all, ever, and in all cases, to prefer their interest to his own. But his unbiassed opinion, his mature judgment, his enlightened conscience, he ought not to sacrifice to you, to any man, or to any set of men living. These he does not derive from your pleasure; no, nor from the law and the constitution. They are a trust from Providence, for the abuse of which he is deeply answerable. Your representative owes you, not his industry only, but his judgment; and he betrays, instead of serving you, if he sacrifices it to your opinion.[6]

text: History[edit]

text: The Roman Republic was the first government in the western world to have a representative government, despite taking the form of a direct government in the Roman assemblies. The Roman model of governance inspired many political thinkers over the centuries,[7] and today's modern representative democracies imitate more the Roman than the Greek models because it was a state in which supreme power was held by the people and their elected representatives, and which had an elected or nominated leader.[8] Representative democracy is a form of democracy in which people vote for representatives who then vote on policy initiatives as opposed to a direct democracy, a form of democracy in which people vote on policy initiatives directly.[9] A European medieval tradition of selecting representatives from the various estates (classes, but not as we know them today) to advise/control monarchs led to relatively wide familiarity with representative systems inspired by Roman systems.

text: In Britain, Simon de Montfort is remembered as one of the fathers of representative government for holding two famous parliaments.[10][11] The first, in 1258, stripped the King of unlimited authority and the second, in 1265, included ordinary citizens from the towns.[12] Later, in the 17th century, the Parliament of England pioneered some of the ideas and systems of liberal democracy culminating in the Glorious Revolution and passage of the Bill of Rights 1689.[13][14]

text: The American Revolution led to the creation of a new Constitution of the United States in 1787. The 'Three-Fifths Compromise' allowed the southern slaveholders to consolidate power and maintain slavery in America for another eighty years,[15] but through the expansion of voting rights and liberties over subsequent decades and centuries the elected government became responsible to the will of the people.[16]

text: In 1789, Revolutionary France adopted the Declaration of the Rights of Man and of the Citizen and, although short-lived, the National Convention was elected by all males in 1792.[17]

text: Representative democracy came into particular general favour in post-industrial revolution nation states where large numbers of citizens evinced interest in politics, but where technology and population figures remained unsuited to direct democracy. As noted above, Edmund Burke in his speech to the electors of Bristol classically analysed their operation in Britain and the rights and duties of an elected representative.

text: Globally, a majority of the world's people live in representative democracies including constitutional monarchies and republics with strong representative branches.

text: Research on representation per se[edit]

text: Separate but related, and very large, bodies of research in political philosophy and social science investigate how and how well elected representatives, such as legislators, represent the interests or preferences of one or another constituency.

text: Criticisms[edit]

text: In his book Political Parties, written in 1911, Robert Michels argues that most representative systems deteriorate towards an oligarchy or particracy. This is known as the iron law of oligarchy.[18] Representative democracies which are stable have been analysed by Adolf Gasser and compared to the unstable representative democracies in his book "Gemeindefreiheit als Rettung Europas" which was published in 1943 (first edition in German) and a second edition in 1947 (in German).[19] Adolf Gasser stated the following requirements for a representative democracy in order to remain stable, unaffected by the iron law of oligarchy:

text:
Society has to be built up from bottom to top. As a consequence, society is built up by people, who are free and have the power to defend themselves with weapons.
These free people join or form local communities. These local communities are independent, which includes financial independence, and they are free to determine their own rules.
Local communities join together into a higher unit e.g. a canton.
There is no hierarchical bureaucracy.
There is competition between these local communities e.g. on services delivered or on taxes.

text: A drawback to this type of government is that elected officials are not required to fulfill promises made before their election and are able to promote their own self-interests once elected, providing an incohesive system of governance.[20] Legislators are also under scrutiny as the system of majority-won legislators voting for issues for the large group of people fosters inequality among the marginalized.[21]

text: Proposed solutions[edit]

text: The system of stochocracy has been proposed as an improved system compared to the system of representative democracy, where representatives are elected. Stochocracy aims to at least reduce this degradation by having all representatives appointed by lottery instead of by voting. Therefore, this system is also called lottocracy. The system was proposed by the writer Roger de Sizif in 1998 in his book La Stochocratie. Choosing officeholders by lot was also the standard practice in ancient Athenian democracy.[22] The rationale behind this practice was to avoid lobbying and electioneering by economic oligarchs.

text: The system of deliberative democracy is a mix between a majority ruled system and a consensus-based system. It allows for representative democracies or direct democracies to coexist with its system of governance, providing an initial advantage.[23] It is a system which allows for legislators to discuss the issues in a productive manner trying to reach a consensus. If the group cannot reach a consensus then a majority-wins vote must be taken.

text: The system of delegative democracy or Liquid Democracy is a dynamic mixture of representative democracy and direct democracy, meaning that each participant can decide himself when he wants to participate in a decision by direct voting, or whether he rather wants a delegate to vote for him by using a software system. The voter can delegate his vote an organization, a political party or an individual. One can have different delegates in different subject areas, and always change the delegate. When the voter votes directly in an issue, the delegates vote will be erased and the direct vote will be counted. This system also contains room for popular initiatives and deliberation. The first example of delegative or Liquid Democracy using a software program in a real political setting involved the local political party Demoex in Vallentuna near Stockholm, Sweden. Pirate Parties in Germany,[24] Italy, Austria, Norway, France and the Netherlands[25] use delegative democracy with the open-source software LiquidFeedback,[citation needed] while members of the Belgian Pirate Party have developed their own software called Get Opinionated.


document_title: The Man with the Golden Gun (soundtrack)

question_text: who sang the man with the golden gun

question_tokens: who sang the man with the golden gun

text: This article needs additional citations for verification. Please help improve this article by adding citations to reliable sources. Unsourced material may be challenged and removed. (December 2009) (Learn how and when to remove this template message)

tag: table

text:
The Man with the Golden Gun

Soundtrack album by John Barry

Released
1974

Recorded
1974

Length
42:17

Label
EMI

Producer
Frank Collura (Reissue)

John Barry chronology

The Dove
(1974)The Dove1974
The Man with the Golden Gun
(1974)
King Kong
(1976)King Kong1976

James Bond soundtrack chronology

Live and Let Die
(1973) Live and Let Die1973
The Man with the Golden Gun
(1974) The Man with the Golden Gun1974
The Spy Who Loved Me
(1977) The Spy Who Loved Me1977

Alternative cover

Re-release cover

Singles from The Man with the Golden Gun

"The Man with the Golden Gun"
Released: 1974

text:
Professional ratings

Review scores

Source
Rating

AllMusic
[1]

text: The Man with the Golden Gun is the soundtrack for the ninth James Bond film of the same name.

text: The theme tune was performed by Lulu, composed by John Barry, and the lyrics to the song were written by Don Black. Alice Cooper claims his song "The Man With The Golden Gun" was to be used by the film's producers until it was dropped for Lulu's song instead. Cooper's song appears on his album Muscle of Love.

text: Barry considered the theme tune – the only Bond film title track not to chart as a single in either the U.K. or U.S. – and score to be among the weakest of his contributions to the series: "It's the one I hate most... it just never happened for me."[2] Certainly the title song is notable for having suggestive lyrics, and during a TV celebration for the series' 40th anniversary, Lulu's performance was introduced with reference to its being the raunchiest of all Bond songs. For the first time, the song's end theme is not a straight reprise of the opener, as it begins with different lyrics (subsequent films followed suit with variations in arrangement, ahead of a new practice of using a different song altogether). Some Bond music fans consider Lulu's brassy vocal to be effective in setting the tone for the film's female characters.

text: The film was also the first to drop the distinctive plucked guitar from the Bond theme heard over the gun barrel sequence - in all subsequent John Barry James Bond scores, this theme would be heard on strings and trumpet. Not present on the album but heard in the film is a brief reprise, for recognition purposes, of the song "Live and Let Die" when a character (Sheriff JW Pepper) from the previous film reappears. The next three Bond films would wittily feature excerpts from the familiar music of other films, too (though classics rather than Bond films), while On Her Majesty's Secret Service had included a janitor character whistling the theme from Goldfinger as an in-joke.

text: The popular song "Mindfields" by The Prodigy (released on The Fat of the Land) features a specific part of "Hip's Trip". Barry gave the band permission to do so.

text: Track listing[edit]

text: Composer, except as noted, is John Barry.[3]

text:
"The Man with the Golden Gun (Main Title)" (J. Barry/D. Black) – Lulu
"Scaramanga's Fun House"
"Chew Me in Grisly Land"[A]
"The Man with the Golden Gun (Jazz Instrumental)"
"Getting the Bullet"[A]
"Goodnight Goodnight"
"Let's Go Get 'Em"[A]
"Hip's Trip"
"Kung Fu Fight"
"In Search of Scaramanga's Island"
"Return to Scaramanga's Fun House"[A]
"The Man With the Golden Gun (End Title)" (J. Barry/D. Black) – Lulu

text: ^ Jump up to: a b c d contains the "James Bond Theme", originally composed for the Dr. No soundtrack


document_title: District Institute of Education and Training

question_text: functions of district institute of education and training

text: Objectives[edit]

text: DIETs have been established as centres of guidance for educational institutes and schools of a district. They also work as a platform for research and experimental work in educational domain. It also organizes programmes to train teachers for new innovations.

text: Departments[edit]

text:
PSTE (Pre-service Teacher Education)
IFIC (In-service programmes Field interaction, Innovation and Co-ordination)
DRU (District Resource Unit)
P&M (Planning and Management)
ET (Educational Technology)
WE (Work Experience)
CMDE (Curriculum Material Development and Evaluation)
Administrative Branch


document_title: National Mall

question_text: how far is it from capitol hill to the lincoln memorial

question_tokens: how far is it from capitol hill to the lincoln memorial

text: National Mall

text: History[edit]

text: L'Enfant City Plan[edit]

text:
In his 1791 plan for the future city of Washington, D.C., Pierre (Peter) Charles L'Enfant envisioned a garden-lined "grand avenue" approximately 1 mile (1.6 km) in length
and 400 feet (120 m) wide, in an area that would lie between the Capitol building and an equestrian statue of George Washington to be placed directly south of the White House (see L'Enfant Plan).[6][7][8] The National Mall (proper)  occupies the site of this planned "grand avenue", which was never constructed. Mathew Carey's 1802 map is reported to be the first to name the area west of the United States Capitol as the "Mall".[9][10]

text: The Washington City Canal, completed in 1815 in accordance with the L'Enfant Plan, travelled along the former course of Tiber Creek to the Potomac River along the present line of Constitution Avenue, NW (formerly B Street, NW) and south around the Capitol, thus defining the northern and eastern boundaries of the Mall.[11][12]  Being shallow and often obstructed by silt, the canal served only a limited role and became an open sewer.[11] The portion of the canal that traveled near the Mall was covered over in 1871 for sanitary reasons.[11]

text: The Smithsonian Institution Building ("The Castle"), constructed from 1847 to 1855, is the oldest building now present on the National Mall.[13] The Washington Monument, whose construction began in 1848, stands near the planned site of its namesake's equestrian statue.[14]

text: Downing Plan[edit]

text: During the early 1850s, architect and horticulturist Andrew Jackson Downing designed a landscape plan for the Mall.[7][9][15] Over the next half century, federal agencies developed several naturalistic parks within the Mall in accordance with Downing's plan.[7][9] Two such areas were Henry Park and Seaton Park.[16]

text: During that period, the Mall was subdivided into several areas along B Street NW:

text:
The Monument Grounds between 17th and 14th Street NW
The Agricultural Grounds between 14th and 12th Street NW
The Smithsonian Grounds between 12th and 7th Street NW
The Armory Square between 7th and 6th Street NW
The Public Grounds between 6th and 2nd Street NW[17]

text: In 1856, the Armory (No. 27 on the map above) was built at the intersection of B Street SW and 6th Street SW on the Armory Grounds. In 1862, during the American Civil War, the building was converted to a military hospital known as Armory Square Hospital to house Union Army casualties. After the war ended, the Armory building became the home of the United States Fish Commission.[citation needed].

text: The United States Congress established the United States Department of Agriculture in 1862 during the Civil War.[18] Designed by Adolf Cluss and Joseph von Kammerhueber, the United States Department of Agriculture Building (No. 25 on the map), was constructed in 1867-1868 on a 35-acre site on the Mall.[19]  After the war ended, the Department started growing experimental crops and demonstration gardens on the Mall. These gardens extended from the Department's building on the south side of the Mall to B Street NW (the northern boundary of the Mall). The building was razed in 1930.[18] In addition, greenhouses belonging to the U.S. Botanical Garden (No. 16 on the map) appeared  near the east end of the Mall between the Washington City Canal and the Capitol (later between 1st and 3rd Streets).[9]

text: Originating during the early 1800s as a collection of market stalls immediately north of the Washington City Canal and the Mall, the Center Market (No. 19 on the map), which Adolf Cluss also designed, opened in 1872 soon after the canal closed.  Located on the north side of Constitution Avenue NW (formerly B Street NW), the National Archives now occupies the Market's site.[20]

text: During that period, railroad tracks crossed the Mall on 6th Street, west of the Capitol.[7] Near the tracks, several structures were built over the years. The Baltimore and Potomac Railroad Station (B on the map) rose in 1873 on the north side of the Mall at the southwest corner of 6th Street and B Street NW (now the site of the west building of the National Gallery of Art).[citation needed]

text: In 1887, the Army Medical Museum and Library, which Adolph Class designed in 1885, opened on the Mall at northwest corner of B Street SW (now Independence Avenue SW) and 7th Street SW.[21][22] The Smithsonian Institution's Hirshhorn Museum now occupies the site of the building, which was demolished in 1968.[22]

text:
Department of Agriculture Building, circa 1895

The Armory as a hospital during the Civil War

Baltimore and Potomac Railroad Station

Center Market, circa 1875

Center Market, between 1910 and 1930

Army Medical Museum and Library

text: McMillan Plan[edit]

text: In 1902, the McMillan Commission's plan, which was partially inspired by the City Beautiful Movement and which purportedly extended L'Enfant's plan, called for a radical redesign of the Mall that would replace its greenhouses, gardens, trees, and commercial/industrial facilities with an open space.[7][9][23] The plan differed from L'Enfant's by replacing the 400 feet (120 m) wide "grand avenue" with a 300 feet (91 m) wide vista containing a long and broad expanse of grass. Four rows of American elm (Ulmus americana) trees planted fifty feet apart between two paths or streets would line each side of the vista. Buildings housing cultural and educational institutions constructed in the Beaux-Arts style would line each outer path or street, on the opposite side of the path or street from the elms.[7][9][23][24][25]

text: In subsequent years, the vision of the McMillan plan was generally followed with the planting of American elms and the layout of four boulevards down the Mall, two on either side of a wide lawn.[24][26][27]  In accordance with a plan that it completed in 1976, the NPS converted the two innermost boulevards (Washington and Adams Drives) into gravel walking paths.[24] The two outermost boulevards (Jefferson Drive Southwest (SW) and Madison Drive Northwest (NW)) remain paved and open to vehicular traffic.[24]

text: In 1918 contractors for the United States Navy's Bureau of Yards and Docks constructed the "Main Navy" and "Munitions" Buildings along nearly a third of a mile of the south side of Constitution Avenue (then known as B Street), from 17th Street NW to 21st Street NW.[28][29][30] Although the Navy intended the buildings to provide temporary quarters for the United States military during World War I, the reinforced concrete structures remained in place until 1970.[28][29] Much of the buildings' area then became Constitution Gardens, which was dedicated in 1976.[29][31]

text: From the 1970s to 1994, a fiberglass model of a triceratops named "Uncle Beazley" stood on the Mall in front of the National Museum of Natural History. The life-size statue, which is now located at the National Zoological Park  (the National Zoo) in Northwest Washington, D.C.,  was donated to the Smithsonian Institution by the Sinclair Oil Corporation.  The statue, which Louis Paul Jonas created for Sinclair's DinoLand pavilion at the 1964 New York World's Fair, was named after a dinosaur in Oliver Butterworth's 1956 children's book, The Enormous Egg, and the 1968 televised movie adaptation in which the statue appeared.[32]

text: In 2003, the 108th United States Congress enacted the Commemorative Works Clarification and Revision Act. This Act prohibits the siting of new commemorative works and visitor centers in a designated reserve area within the cross-axis of the Mall.[33]

text: In October 2013, a two-week federal government shutdown closed the National Mall and its museums and monuments.[34] However, when a group of elderly veterans tried to enter the National World War II Memorial during the shutdown's first day, the memorial's barricades were removed.[35] The NPS subsequently announced that the veterans had a legal right to be in the memorial and would not be barred in the future.[36]  During the shutdown's second week, the NPS permitted a controversial immigration rally and concert to take place on the Mall.[37]

text: On October 15, 1966, the NPS listed the National Mall on the National Register of Historic Places.[38] In 1981, the NPS prepared a National Register nomination form that documented the Mall's boundaries, features and historical significance.[39]

text: On December 8, 2016, the NPS listed on the National Register of Historic Places an increase in the National Mall Historic District's boundary to encompass an area bounded by 3rd Street, NW/SW, Independence Avenue, SW, Raoul Wallenberg Place, SW, the CSX Railroad, the Potomac River, Constitution Ave., NW, 17th Street, NW, the White House Grounds and 15th Street, NW. The listing's registration form, which contained 232 pages, described and illustrated the history and features of the historic district's proposed expanded area.[2]

text: Measurements[edit]

text: Dimensions[edit]

text:
Between the Capitol steps and the Lincoln Memorial, the Mall spans 1.9 miles (3.0 km).
Between the Capitol steps and the Washington Monument, the Mall spans 1.2 miles (1.8 km).
Between the Ulysses S. Grant Memorial and the Lincoln Memorial, the Mall covers 309.2 acres (125.13 ha).
Between Constitution Avenue NW and Independence Avenue SW at 7th Street, the width of the Mall is 1,586 feet (483 m).
Between Madison Drive NW and Jefferson Drive SW at 7th Street, the width of the Mall's open space is 656 feet (200 m).
Between the innermost rows of trees near 7th Street, the width of the Mall's vista is 300 feet (91 m).

text: Boundaries[edit]

text: In its 1981 National Register of Historic Places nomination form, the NPS defined the boundaries of the National Mall (proper) as Constitution and Pennsylvania Avenues on the north, 1st Street NW on the east, Independence and Maryland Avenues on the south, and 14th Street NW on the west, with the exception of the section of land bordered by Jefferson Drive on the north, Independence Avenue on the south, and by 12th and 14th Streets respectively on the east and west, which the U.S. Department of Agriculture administers and which contains the Jamie L. Whitten Building (U.S. Department of Agriculture Administration Building).[39][40] A 2012-2016 NPS National Parks index describes the National Mall as being a landscaped park that extends from the Capitol to the Washington Monument, defined as a principal axis in the L'Enfant Plan for the city of Washington.[3]

text: However, a 2010 NPS plan for the Mall contains maps that show the Mall's general area to be larger.[41][42] A document within the plan describes this area as "the grounds of the U.S. Capitol west to the Potomac River, and from the Thomas Jefferson Memorial north to Constitution Avenue".[4] A map within the plan entitled "National Mall Areas" illustrates "The Mall" as being the green space bounded on the east by 3rd Street, on the west by 14th Street, on the north by Jefferson Drive, NW, and on the south by Madison Drive, SW.[43]  A Central Intelligence Agency map shows the Mall as occupying the space between the Lincoln Memorial and the United States Capitol.[44]

text: In 2011, the 112th United States Congress enacted the Legislative Branch Appropriations Act, 2012, which transferred to the Architect of the Capitol the NPS "property which is bounded on the north by Pennsylvania Avenue Northwest, on the east by First Street Northwest and First Street Southwest, on the south by Maryland Avenue Southwest, and on the west by Third Street Southwest and Third Street Northwest".[45] This act removed Union Square (the area containing the Ulysses S. Grant Memorial and the Capitol Reflecting Pool) from NPS jurisdiction.[46]

text: Purposes[edit]

text: The National Park Service states that the purposes of the National Mall are to:

text:
Provide a monumental, dignified, and symbolic setting for the governmental structures, museums and national memorials as first delineated by the L'Enfant plan and further outlined in the McMillan plan.
Maintain and provide for the use of the National Mall with its public promenades as a completed work of civic art, a designed historic landscape providing extraordinary vistas to symbols of the nation.
Maintain National Mall commemorative works (memorials, monuments, statues, sites, gardens) that honor presidential legacies, distinguished public figures, ideas, events, and military and civilian sacrifices and contributions.
Forever retain the West Potomac Park section of the National Mall as a public park for recreation and enjoyment of the people.
Maintain the National Mall in the heart of the nation's capital as a stage for national events and a preeminent national civic space for public gatherings because it is here that the constitutional rights of speech and peaceful assembly find their fullest expression.
Maintain the National Mall as an area free of commercial advertising while retaining the ability to recognize sponsors.[4]

text: Landmarks, museums, and other features[edit]

text:
1. Lincoln Memorial
2. Vietnam Veterans Memorial
3. Construction site for the National World War II Memorial

- Constitution Gardens (above the Reflecting Pool)
- Below the Reflecting Pool (outside of the image): the Korean War Veterans Memorial and the District of Columbia War Memorial.
- Below the Lincoln Memorial (outside of the image): the John Ericsson National Memorial [47]

text: The National Mall (proper) contains the following landmarks, museums and other features including opening year:[4][39]

text:
1. Washington Monument
2. National Museum of American History (1964)[49]
3. National Museum of Natural History (1910)
4. National Gallery of Art Sculpture Garden (1999)
5. West Building of the National Gallery of Art (1941)
6. East Building of the National Gallery of Art (1978)
7. United States Capitol

8. Capitol Reflecting Pool
9. United States Botanic Garden
10. National Museum of the American Indian (2004)[50]
11. National Air and Space Museum (1976)
12. Hirshhorn Museum and Sculpture Garden (1974)
13. Arts and Industries Building (1881)
14. Smithsonian Institution Building ("The Castle") (1849)

15. Freer Gallery of Art (1923)
16. Arthur M. Sackler Gallery (1987)
17. National Museum of African Art (1987)
Andrew Jackson Downing UrnJoseph Henry Statue[51]
Smithsonian Carousel[52][53]

text: The National Museum of African American History and Culture is located between the Washington Memorial and the National Museum of American History. It opened in 2016.

text: With the exception of the National Gallery of Art, all of the museums on the National Mall (proper) are part of the Smithsonian Institution.  The Smithsonian Gardens maintains a number of gardens near its museums.[54]  These gardens include:

text:
Mary Livingston Ripley Garden[55]
Enid A. Haupt Garden[56]
Kathrine Dulin Folger Rose Garden[57]
Butterfly Habitat Garden[58]

Victory Garden at the National Museum of American History[59]
Heirloom Garden at the National Museum of American History, Behring Center[60]
Native Landscape at the National Museum of the American Indian[61]
Hirshhorn Museum and Sculpture Garden[62]

text: The broader area of the National Mall includes numerous other landmarks and features.

text: Features east of the National Mall (proper)  include:

text:
United States Capitol and its grounds (#7 on image)
Union Square[63]
Ulysses S. Grant Memorial (#8 on image)
Capitol Reflecting Pool

James A. Garfield Monument[64]
Peace Monument,[65]
United States Botanic Garden (#9 on image)

text: Features west of the National Mall (proper) include:

text:
United States Department of Agriculture South Building
National Museum of African American History and Culture
Washington Monument and its grounds (#1 on image)[4]
Constitution Gardens
Sylvan Theater
Lincoln Memorial

Lincoln Memorial Reflecting Pool
National World War II Memorial
Korean War Veterans Memorial
Vietnam Veterans Memorial
The Three Soldiers Statue
Vietnam Women's Memorial

District of Columbia War Memorial
John Ericsson National Memorial
John Paul Jones Memorial
Lockkeeper's House, C & O Canal Extension[66]
Jefferson Pier

text: The population of American elm trees planted on the Mall and its surrounding areas in accordance with the McMillan Plan has remained intact for the past 70 years because of disease management and immediate tree replacement. Dutch elm disease (DED) first appeared on the Mall during the 1950s and reached a peak in the 1970s. The NPS has used a number of methods to control this fungal epidemic, including sanitation, pruning, injecting trees with fungicide, replanting with DED-resistant American elm cultivars and combatting the disease's local insect vector, the smaller European elm bark beetle (Scolytus multistriatus), by trapping and by spraying with insecticides. Soil compaction and root damage by crowds and construction projects also adversely affect the elms.[67]

text: Demolished or moved structures[edit]

text:
Washington City Canal, covered over by Constitution Avenue NW, 3rd Street NW and SW and Canal Street SW (now Washington Street SW).
Baltimore and Potomac Railroad Station closed in 1907 when Union Station opened.
United States Department of Agriculture Building, razed in 1930.
Center Market replaced in 1931 by the National Archives Building.
Armory Square Hospital/Armory replaced in 1964 by the National Air and Space Museum.
Army Medical Museum and Library, demolished in 1968; replaced by the Hirshhorn Museum
Uncle Beazley moved in 1994 to the National Zoo.

text: Other attractions nearby[edit]

text: Other attractions within walking distance of the National Mall (proper) include:

text: Attractions east of the Capitol:

text:
Library of Congress
United States Supreme Court Building
Folger Shakespeare Library

text: Attractions northeast of the National Mall (proper):

text:
National Postal Museum
Union Station

text: Attractions north of the National Mall (proper):

text:
National Archives
The Freedom Forum's Newseum
Old Post Office Building and Clock Tower
Inlay of L'Enfant's plan for the federal capital city in Freedom Plaza
National Theatre
Ford's Theatre

text: Attractions northwest of the National Mall (proper):

text:
White House (on a line directly north of the Washington Monument)
The Ellipse
Albert Einstein Memorial

text: Attractions south of the National Mall (proper):

text:
Museum of the Bible
Overlook in Benjamin Banneker Park

text: Attractions southwest of the National Mall (proper):

text:
Tidal Basin
Jefferson Memorial
Franklin Delano Roosevelt Memorial
Martin Luther King, Jr. Memorial
George Mason Memorial
United States Holocaust Memorial Museum
Bureau of Engraving and Printing

text: Usage[edit]

text: The National Mall, in combination with the other attractions in the Washington Metropolitan Area, makes the nation's capital city one of the most popular tourist destinations in the country.  It has several other uses in addition to serving as a tourist focal point.

text: Protests and rallies[edit]

text: The National Mall's status as a wide, open expanse at the heart of the capital makes it an attractive site for protests and rallies of all types.  One notable example is the 1963 March on Washington for Jobs and Freedom, a political rally during the Civil Rights Movement, at which Martin Luther King Jr. delivered his speech "I Have a Dream".

text: The largest officially recorded rally was the Vietnam War Moratorium Rally on October 15, 1969. However, in 1995, the NPS issued a crowd estimate for the Million Man March with which an organizer of the event, Nation of Islam leader Louis Farrakhan, disagreed.[68]  The next year, a committee of the 104th United States Congress provided no funds for NPS crowd-counting activities in Washington, D.C. when it prepared legislation making 1997 appropriations for the U.S. Department of the Interior.[68][69]

text: As a result, the NPS has not provided any official crowd size estimates for Mall events since 1995.[68][70]  The absence of such an official estimate fueled a political controversy following the presidential inauguration of Donald Trump in 2017 (see: Inauguration of Donald Trump crowd size).[71]

text: On April 25, 2004, the March for Women's Lives filled the Mall.[72]  On January 27, 2007, tens of thousands of protesters opposed to the Iraq War converged on the Mall (see: January 27, 2007 anti-war protest), drawing comparisons by participants to the Vietnam War protest.[73]

text: Presidential inaugurations[edit]

text: During presidential inaugurations, people without official tickets gather at the National Mall.  Normally, the Mall between 7th and 14th Streets NW is used as a staging ground for the parade.[74]  On December 4, 2008, the Presidential Inaugural Committee (see: United States presidential inauguration organizers) announced that "for the first time, the entire length of the National Mall will be opened to the public so that more people than ever before will be able to witness the swearing-in of the President from a vantage point in sight of the Capitol."[75] The Committee made this arrangement because of the massive attendance – projected to be as many as 2 million people – that it expected for the first inauguration of Barack Obama on January 20, 2009.

text: Despite the arrangement, a throng of people seeking access to the event climbed and then removed temporary protective fences around the Smithsonian's Mary Livingston Ripley Garden, six blocks from the site at which Obama took his inaugural oath. Hordes then trampled the garden's vegetation and elevated plant beds when entering and leaving the event.[76] Others could not find a way to enter the Mall in time to view the ceremony.

text: More than a thousand people with tickets missed the event while being stranded in the I-395 Third Street Tunnel beneath the Mall after police directed them there (see Purple Tunnel of Doom).[77] The Joint Congressional Committee on Inaugural Ceremonies subsequently announced that ticket holders that were not admitted would receive copies of the swearing-in invitation and program, photos of Obama and Vice President Joe Biden, and a color print of the ceremony.[78]

text: Other events and recreational activities[edit]

text: The National Mall has long served as a spot for jogging, picnics, and light recreation for the Washington population.  The Smithsonian Carousel, located on the Mall in front of the Arts and Industry Building, is a popular attraction that operates seasonally.[79]  The carousel was built by the Allan Herschell Company and arrived at Gwynn Oak Park near Baltimore, Maryland, in 1947. It was moved to the Mall in 1981.[52][53][80]

text: Annual events[edit]

text: A number of large free events recur annually on the Mall.[81] A kite festival, formerly named the "Smithsonian Kite Festival" and now named the "Blossom Kite Festival", usually takes place each year on the Washington Monument grounds during the last weekend of March as part of the National Cherry Blossom Festival. The 2018 kite festival took place on the Washington Monument grounds on Saturday, March 31.[82]

text:
An Earth Day celebration often takes place on the Mall around April 22.[83] A week-long series of rallies, exhibits, observances and performances occurred on the Mall from April 17 to April 25, 2010 to commemorate Earth Day's 40th anniversary.[84] The final day's events featured performances by Sting, Mavis Staples, The Roots, John Legend, Jimmy Cliff and others.[85] The 2012 Earth Day rally, which featured music, entertainment, celebrity speakers and environmental activities, took place on the Mall during a rainy day on Sunday, April 22. Cheap Trick, Dave Mason, Nigel Pilkington, Dan Russell and Emma Tate and The Explorers Club performed and Congressmen John Dingell and Edward Markey spoke.[86] In 2013, an "Earth Month" at Washington's Union Station replaced the Mall's Earth Day event.[87]  On April 19, 2015, a "Global Citizen" Earth Day concert featured performances on the Washington Monument grounds by Usher, My Morning Jacket, Mary J. Blige,
Train and No Doubt.[88]

text: The National Symphony Orchestra presents each year its National Memorial Day Concert on the west lawn of the United States Capitol during the evening of the Sunday before Memorial Day (the last Monday of May).[89] The National Gallery of Art hosts a Jazz in the Garden series each year in the museum's Sculpture Garden on Friday evenings from late May through August.[90]

text: Components of the United States Navy Band, the United States Air Force Band, the United States Marine Band and the United States Army Band perform on the west steps of the United States Capitol on Monday, Tuesday, Wednesday and Friday evenings, respectively, during June, July and August.[91][92] The Marine Band repeats each Wednesday Capitol performance on the following evening (Thursday) at the Sylvan Theater on the grounds of the Washington Monument.[92] Components of U.S. military bands also provide evening concerts at the World War II Memorial from May through August.[93]

text: The Smithsonian Folklife Festival takes place on the Mall each year for two weeks around Independence Day (July 4).[94] On that holiday, the A Capitol Fourth concert takes place in the late afternoon and early evening on the west lawn of the Capitol.[95]  This and other Independence Day celebrations on and near the Mall end after sunset with a fireworks display between the Washington Monument and the Lincoln Memorial.[96]

text: The National Symphony Orchestra presents each year its Labor Day Capitol Concert on the west lawn of the United States Capitol during the evening of the Sunday before Labor Day (the first Monday of September).[97]

text: Other events[edit]

text: On April 9, 1939, singer Marian Anderson gave an Easter Sunday concert at the Lincoln Memorial after the Daughters of the American Revolution (DAR) denied a request by Howard University for her to give an Easter performance at the DAR's nearby racially segregated Constitution Hall (see: Marian Anderson's 1939 Lincoln Memorial concert). The event, which 75,000 people attended, occurred after President Franklin D. Roosevelt gave his assent for the performance.[98]

text: The 1976 United States Bicentennial celebration provided the motivation for planning to accommodate large numbers of expected visitors to the National Mall.  A number of major memorials were added to the Mall throughout that period.[99] On May 21, 1976, Constitution Gardens was dedicated.[100] On July 1, the Smithsonian National Air and Space Museum opened.[101] On July 4, the Bicentennial fireworks display on the Mall attracted one million viewers, making it second only to the 1965 presidential inauguration of Lyndon B. Johnson as the largest event in the Mall's history up to that time.[102]

text: On Sunday, October 9, 1979, Pope John Paul II celebrated Mass on the National Mall during a visit to Washington.[103] The celebration took place after an appellate court denied a motion for an injunction that atheists Madalyn Murray O'Hair and Jon Garth Murray had filed to prevent the event from occurring.[104]

text: From 1980 through 1982, The Beach Boys and The Grass Roots performed Independence Day concerts on the Mall, attracting large crowds.[105][106] However, in April 1983, James G. Watt, President Ronald Reagan's Secretary of the Interior, banned Independence Day concerts on the Mall by such groups.  Watt said that "rock bands" that had performed on the Mall on Independence Day in 1981 and 1982 had encouraged drug use and alcoholism and had attracted "the wrong element", who would mug individuals and families attending any similar events in the future.[106]  Watt then announced that Las Vegas crooner Wayne Newton, a friend and supporter of President Reagan and a contributor to Republican Party political campaigns, would perform at the Mall's 1983 Independence Day celebration.[106][107]

text: During the ensuing uproar, Rob Grill, lead singer of The Grass Roots, stated that he felt "highly insulted" by Watt's remarks, which he called "nothing but un-American".[106] The Beach Boys stated that the Soviet Union, which had invited them to perform in Leningrad in 1978, "obviously .... did not feel that the group attracted the wrong element".[106] Vice President George H. W. Bush said of The Beach Boys, "They're my friends and I like their music".[106]  On July 3, 1983, thousands attended a heavily policed "Rock Against Reagan" concert that the hardcore punk rock band, Dead Kennedys,  performed on the Mall in response to Watt's action.[108] When Newton entered an Independence Day stage on the Mall on July 4, members of his audience booed.[109][110] Watt apologized to The Beach Boys, First Lady Nancy Reagan apologized for Watt, and in 1984 The Beach Boys gave an Independence Day concert on the Mall to an audience of 750,000 people.[109][111]

text: On September 4, 2003, Britney Spears, Mary J. Blige, Aretha Franklin, Aerosmith and others performed in a nationally televised "NFL Kickoff Live from the National Mall Presented by Pepsi Vanilla" (see: Pre-game concerts for National Football League kickoff game).[112] Preceded by a three-day National Football League "interactive Super Bowl theme park", the event had primarily commercial purposes, unlike earlier major activities on the Mall. Three weeks later, the United States Senate overwhelmingly passed legislation that, when enacted into law, limited displays of commercial sponsorship on the Mall.[113]

text: On July 7, 2007, one leg of Live Earth was held outdoors at the National Museum of the American Indian on the Mall.  Former Vice President Al Gore presented, and artists such as Garth Brooks and Trisha Yearwood performed.[114]

text: Occurring once every two to three years on the Mall in the early fall from 2002 to 2009,[115] the U.S. Department of Energy Solar Decathlon displayed solar-powered houses that competitive collegiate teams designed, constructed and operated.[116][117] Igniting a controversy, the Department of Energy (DOE) decided to move the 2011 Decathlon off the Mall, claiming that this would support an effort to protect, improve and restore the park.[118] Federal officials stated that heavy equipment that had placed two-story houses on the Mall during earlier Decathlons had cracked walkways and killed grass to a greater extent than had most other Mall events.[119] On February 4, 2011, a Washington Post editorial criticized attempts to have President Obama restore the event to the Mall.[120]  Nevertheless, by February 12, 2011, at least thirteen U.S. Senators had signed a letter asking the DOE to reconsider its decision.[119]  On February 23, 2011, the DOE and the Department of the Interior announced that the 2011 Solar Decathlon would take place along Ohio Drive southeast of the Franklin Delano Roosevelt Memorial in West Potomac Park.[121]  The event took place in the Park from September 23 through October 2, 2011.[117][122] The 2013 Solar Decathlon took place in California instead of Washington.[123]

text: From 2003 to 2013, the National Book Festival took place on the Mall each year in late September or early October.[124]  However, the event moved to the Walter E. Washington Convention Center in 2014 because the NPS became concerned about the damage that pedestrians had inflicted on the Mall's lawn during previous Festivals.[125]

text: A four-day exhibition took place each year on the Mall during Public Service Recognition Week (the first full week of May) until 2010.  Government agencies participating in the event sponsored exhibits that displayed the works of public employees and that enabled visitors to learn about government programs and initiatives, discuss employee benefits, and interact with agency representatives.[126] However, the 2011 United States federal budget (Public Law 112-10), which was belatedly enacted on April 15, 2011, contained no funding for that year's event, forcing the event's cancellation.[127]  The event did not take place in 2012.[128]

text: On June 12, 2010, Tareq and Michaele Salahi, a couple under investigation for allegedly crashing a White House state dinner for the Prime Minister of India in November 2009 (see: 2009 U.S. state dinner security breaches), hosted an America's Polo Cup match between the United States and India on the Mall. The advertised ticket price for this event was $95 per person.[129]  Reports of the event stated that the players who represented India were actually of Pakistani origin and were from Florida.[130] A spokesman for the Embassy of India stated that neither the Embassy nor the government of India had any association with the event.[129]  The event's website reportedly identified an Indian company, Kingfisher Beer, as a sponsor.  However, Kingfishers' chief executive denied that the company had sponsored the event.[129]  Yashpal Singh, the president and chief executive of Mendocino Brewing Company, Kingfisher's parent company, stated, "We are not sponsoring this event and have informed the people managing this event of that, .... We have sent legal notices to this effect, and he keeps on advertising us as a sponsor. I don't know what world he's living in."[129]

text: The inaugural USA Science and Engineering Festival Expo took place on the National Mall and surrounding areas on October 23 and 24, 2010.  More than 1,500 free interactive exhibits reportedly drew about 500,000 people to the event,[131] which had over 75 performances.[132]  The second Expo took place on April 28–29, 2012, in the Walter E. Washington Convention Center.[133]

text: On Veterans Day, November 11, 2014, Bruce Springsteen, Eminem, Rihanna, Metallica, Carrie Underwood, Dave Grohl, the Zac Brown Band and other pop entertainers performed on the Mall during a free evening Concert for Valor honoring veterans and their families.  Attendance was in the hundreds of thousands, making it one of the biggest events on the Mall for the year.[134]

text: The annual Screen on the Green movie festival took place on the Mall on Monday nights during July and August for 17 years until 2015. Free classic movies were projected on large portable screens and typically drew crowds of thousands of people. Organizers cancelled the event in 2016 when the event's sponsors (HBO and Comcast) terminated their support, stating that they needed their resources for other projects.[135]

text: On June 12, 2018, the NHL's Washington Capitals staged a rally on the Mall after parading through the city to celebrate the franchise's first-ever Stanley Cup championship victory, along with more than 100,000 other local fans.[136]

text: National Mall Plan[edit]

text: From 2006 through 2010, the NPS conducted a public process that created a plan for the future of the National Mall.[41][42] On July 13, 2010, the NPS issued in the Federal Register a notice of availability of a final environmental impact statement (EIS) for the National Mall Plan.[137] The two-volume final EIS responded to comments and incorporated changes to a draft EIS for the Plan.[138] On November 9, 2010, the NPS and the Department of the Interior issued a Record of Decision (ROD) that completed the planning process.[42][139][140][141] The ROD contains a summary of the selected alternative, which is the basis for the Plan, together with mitigation measures developed to minimize environmental harm; other alternatives considered; the basis for the decision in terms of planning objectives and the criteria used to develop the preferred alternative; a finding of no impairment of park resources and values; the environmentally preferable alternative; and the public and agency involvement.[142]

text: The Plan proposed a number of changes to the Mall.  The NPS would construct at the east end of the Mall a wide expanse of paved surface in Union Square to accommodate demonstrations and other events by reducing the size of the Capitol Reflecting Pool or by replacing the pool with a fountain or other small water feature.  Additional proposed changes included the replacement of the Sylvan Theater on the Washington Monument grounds with a facility containing offices, restaurants and restrooms.[41][139][140][141]

text: On December 2, 2010, the National Capital Planning Commission (NCPC) unanimously approved the final National Mall Plan at a public hearing.[143] The NCPC's approval allowed the NPS to move forward with implementation of the Plan's recommendations.[42][141][142][143] On March 1, 2012, the NCPC discussed a proposal that would decrease the Mall's existing green space by widening and paving most of the north-south walkways that cross the Mall between Seventh and Fourteenth Streets and by replacing with gravel large areas of grass that are located near the Smithsonian Metro Station and the National Gallery of Art's Sculpture Garden.[144]

text: On September 8, 2011, the Trust for the National Mall[145] and the NPS announced an open competition for a redesign of the spaces on the National Mall that Union Square, the Sylvan Theater grounds and the Constitution Gardens lake now occupy.[146]  Former First Lady of the United States Laura Bush agreed to be the honorary co-chair of a drive to raise funds for the three projects.[146]

text: On April 9, 2012, the Trust for the National Mall announced the ideas for the redesign of Union Square, the Sylvan Theater grounds and Constitution Gardens lake area that finalists in the competition had submitted. The Trust asked the public to submit online comments that the competition jury would consider when evaluating each design.[147] The Trust announced the winners of the competition on May 2, 2012. Groundbreaking for the first project was expected to take place by 2014, with the first ribbon-cutting ceremony by 2016.[148]

text: On October 1, 2015, the NCPC approved preliminary and final site and building plans that the NPS had submitted for the first phase rehabilitation of Constitution Gardens. Plans include the relocation and rehabilitation of the Lockkeeper's House, C & O Canal Extension, a new entry plaza at the corner of Constitution Avenue and 17th Street, NW, landscaping, a meadow and pollinator habitat and a new perimeter garden wall. A temporary path will connect to an existing plaza located at the eastern end of Constitution Garden's lake.[149]

text: Reconstruction and restoration[edit]

text: From 2010 to 2012, NPS contractors rebuilt the aging Lincoln Memorial Reflecting Pool, which had first been constructed in the early 1920s and whose water had come from the pipes that supply Washington, D.C., with its drinking water. As a result of the project, the pool now receives filtered water from the Tidal Basin through a high-density polyethylene (HDPE) pipeline.[150]

text: The NPS then began a four-year restoration of the portion of the central axis of the Mall that lies between 3rd Street and 14th Street.[151] By 2016, the restoration project had completely replaced the deteriorated and weedy turf that had previously covered much of that part of the Mall with a new cover containing soil, fescue (Festuca) and Kentucky bluegrass (Poa pratensis).[152]

text:
Lincoln Memorial Reflecting Pool before reconstruction (April 2010)

Lincoln Memorial Reflecting Pool undergoing reconstruction (June 2011)

Lincoln Memorial Reflecting Pool undergoing reconstruction (December 2011)

Lincoln Memorial Reflecting Pool after reconstruction (May 2016)

Axis of National Mall before restoration (July 2012)

Axis of National Mall undergoing restoration (October 2015)

Axis of National Mall after restoration (September 2016)

text: Transportation[edit]

text: Public transportation[edit]

text: The National Mall is accessible via the Washington Metro, with the Smithsonian station located on the south side of the Mall, near the Smithsonian Institution Building between the Washington Monument and the United States Capitol.[153] The Federal Triangle, Archives, and Union Station Metro stations are also located near the Mall, to the north.[154] The L'Enfant Plaza, Federal Center Southwest and Capitol South Metro stations are located several blocks south of the Mall.[155] Metrobus and the DC Circulator make scheduled stops near the Mall.[156]

text: Bicycles[edit]

text: The NPS provides parking facilities for bicycles near each of the major memorials as well as along the National Mall.[157] From March to October, an NPS concessionaire rents out bicycles at the Thompson Boat Center, located near the intersection of Virginia Avenue NW and Rock Creek and Potomac Parkway, 1 mile (1.6 km) north of the Lincoln Memorial along the Potomac River-Rock Creek Trail.[157][158]  The first two of five approved Capital Bikeshare stations opened on the National Mall on March 16, 2012, shortly before the start of the 2012 National Cherry Blossom Festival.[159]

text: The National Mall is the official midpoint of the East Coast Greenway, a 2,900 mile–long system of shared-use bicycle trails linking Calais, Maine, with Key West, Florida.[160]

text: Pedicabs[edit]

text: The NPS licenses pedicab drivers to provide transportation and tours of the National Mall through its Commercial Use Authorization program.[161]

text: Motor vehicle parking[edit]

text: General visitor parking is available along Ohio Drive SW, between the Lincoln and Thomas Jefferson Memorials. Bus parking is available primarily along Ohio Drive, SW, near the Lincoln and Thomas Jefferson Memorials and along Ohio Drive SW, in East Potomac Park. There is limited handicapped parking at the Franklin Delano Roosevelt and World War II Memorials and near the Washington Monument and the Thomas Jefferson, Lincoln, Korean War Veterans, and Vietnam Veterans Memorials; otherwise, parking is extremely scarce in and near the Mall.[162]

text: In April 2017, the NPS awarded a contract for the installation of parking meters on streets and in parking areas on the Mall. On June 12, 2017, the NPS and the District of Columbia Department of Public Works began to enforce metered parking on approximately 1,100 parking spaces in which motorists could previously park without charge.[162][163]